INVESTMENT ADVISORY AGREEMENT
BETWEEN
TRANSAMERICA VARIABLE INSURANCE FUND, INC.
AND
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT is made this 21st day of July, 1999,
between Transamerica Occidental Life Insurance Company, a California corporation
("Adviser"), and Transamerica Variable Insurance Fund, Inc., a Maryland
corporation (the "Fund"), that is authorized to issue shares of several
investment portfolios ("Portfolios"), each Portfolio consisting of a separate
series of shares of beneficial interest in the Fund.
WHEREAS, Adviser is engaged in the business of rendering investment advisory
services and is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended ("Advisers Act"); and
WHEREAS, the Fund has been organized for the purpose of engaging in business
as an open-end investment company registered under the Investment Company Act of
1940, as amended ("1940 Act") and desires to avail itself of the investment
experience, assistance and facilities available from Adviser and to have Adviser
perform for its various management and clerical services, and Adviser is willing
to furnish such advice, facilities and services on the terms and conditions
hereinafter set forth, and, in connection with this Investment Advisory
Agreement, to enter into a sub-advisory agreement with a sub-adviser approved by
the Fund;
NOW, THEREFORE, in consideration of the promises and the mutual covenants
herein contained, the parties hereto agree as follows:
1. The Fund hereby employs Adviser to manage the investment and
reinvestment of the assets of the Portfolios of the Fund specified in
Exhibit A in accordance with the limitations specified in the Fund's
Articles of Incorporation and By-Laws, as amended from time to time,
("Articles") and in each Portfolio's prospectus ("Prospectus") and the
statement of additional information ("SAI") filed with the Securities and
Exchange Commission ("SEC") as part of the Fund's Registration Statement, as
amended from time to time, and to perform the other services herein set
forth, subject to the supervision of the Board of Directors of the Fund, for
the period and on the terms herein set forth. Adviser hereby accepts such
employment and agrees during such period, at its own expense, to render the
services and to assume the obligations herein set forth for the compensation
herein provided.
2. In carrying out its obligations to manage the investment and
reinvestment of the assets of the Portfolios of the Fund, Adviser shall:
(a) obtain and evaluate pertinent economic, statistical and financial
data and other information relevant to the investment policies of the
Portfolios of the Fund, affecting the economy generally, and individual
companies or industries the securities of which are included in each
Portfolio's investment portfolio or are under consideration for inclusion
therein and make such data and information reasonably available to the Board
of Directors of the Fund at its request;
(b) develop and implement an investment program for each Portfolio of
the Fund consistent with each Portfolio's investment objective, policies and
limitations as stated in the Prospectus, SAI and Articles of the Fund, which
shall be subject to the overall review from time to time of the Board of
Directors of the Fund;
(c) provide necessary personnel to assist the Board of Directors of
the Fund in managing the affairs of the Fund;
(d) authorize and permit any of its directors, officers and employees,
who may be elected as directors or officers of the Fund, to serve in the
capacities in which they are elected;
(e) provide for all expenses and fees incurred by the sub-adviser as
approved by the Board of Directors of the Fund.
3. Any investment program undertaken by Adviser pursuant to this
Agreement and any other activities undertaken by Adviser on behalf of the
Fund shall at all times be subject to any directives of the Board of
Directors of the Fund or any duly constituted committee thereof acting
pursuant to like authority.
4. Adviser understands that shares of the Portfolios will be sold to one
or more separate accounts or sub-accounts of separate accounts of insurance
companies as the funding medium for variable annuity contracts and variable
life insurance policies ("variable products"); and that the variable
products will not be treated as variable products for tax purposes if each
Portfolio does not:
(a) meet the diversification requirements specified in Section 817(h) of
the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations issued thereunder; and
(b) qualify as a "regulated investment company" under Subchapter M of
the Code and any successor provision.
5. Adviser represents that it shall use its best efforts to manage and
invest the Portfolios' assets in such a manner, and to coordinate with the
Portfolios' accounting agent and/or administrator, to ensure that;
(a) each Portfolio complies with Section 817(h) of the Code, and the
regulations issued thereunder, specifically Regulation Section 1.817-5,
relating to the diversification requirements for variable annuity and
variable life insurance contracts, and any amendments or other modifications
to such Section or regulation;
(b) each Portfolio continuously qualifies as a "regulated investment
company" under Subchapter M of the Code and any successor provision; and
(c) each Portfolio complies with any and all applicable state insurance
law restrictions, as amended from time to time, that operate to limit or
restrict the investments that a Portfolio may otherwise make.
6. For the services rendered hereunder, Adviser shall receive from each
Portfolio of the Fund an amount for each valuation period of each Portfolio
of the Fund, at the annual rate specified on Exhibit A hereto, such amount
to be paid to Adviser as specified on Exhibit A. For the purpose of
determining fees payable to Adviser, the value of each Portfolio's net
assets shall be computed at the time and in the manner specified in the
Prospectus and/or SAI. No Portfolio of the Fund shall be liable for the
obligations of any other Portfolio of the Fund. Adviser shall look only to
the assets of a particular Portfolio for payment of fees and services
rendered to that Portfolio. Adviser may, in its discretion and from time to
time, waive all or a portion of its fees.
7. With respect to the portfolio securities of each Portfolio of the
Fund, Adviser shall purchase such securities from or through and sell such
securities to or through such persons, brokers or dealers, as it may deem
appropriate. Such persons, brokers or dealers may include those affiliated
with Adviser. Securities orders will be placed with brokers or dealers
selected for their ability to give the best execution at prices and
commissions rates (if any) favorable to the Fund and, in some instances, for
their ability to provide statistical, investment research and other
services. As part of the process of brokerage allocation, Adviser is
authorized to pay commissions which may exceed what another broker might
have charged. To the extent that preference is given in the allocation of
the Fund's portfolio business to those brokers and dealers which provide
statistical, investment research, pricing quotations, or other services, the
Fund will bear any cost of obtaining such services, and Adviser and other
clients advised by Adviser may benefit from those services. Under the
provisions of Section 28(e) of the Securities Exchange Act of 1934, Adviser
must determine in good faith that the amount of a commission paid was
reasonable in relation to the value of the "brokerage and research services"
provided by the executing broker or dealer viewed in terms of the particular
transaction or Adviser's overall responsibilities with respect to accounts
as to which it is exercising investment discretion.
8. The services of Adviser to the Fund hereunder are not to be deemed
exclusive and Adviser shall be free to render similar services to others so
long as its services hereunder are not impaired or interfered with thereby.
9. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of Adviser who may also be a director, officer
or employee of the Fund to engage in any other business or to devote his
time and attention in part to the management or other aspects of any other
business or to render services of any kind to any other corporation, firm,
individual or association.
10. Adviser agrees that it will maintain, or shall cause any sub-adviser
or other designee to maintain, all required records, memoranda, instructions
or authorizations relating to the activities hereunder which are required to
be maintained by the Fund pursuant to the 1940 Act and the rules and
regulations thereunder. In compliance with Rule 31a-3 of the 1940 Act,
Adviser agrees to preserve for the periods described in Rule 31a-2 under the
1940 Act any records that it maintains for the Fund and that are required to
be maintained by Rule 31a-1 under the 1940 Act. All records maintained by
Adviser with respect to these functions shall be open at all times to
inspection and audit by authorized representatives of the Fund, and any or
all such records shall be delivered to the Fund upon demand. Any records
maintained by Adviser with respect to such investment functions are the
property of the Fund.
11. This Agreement shall be submitted for approval by the shareholders
of the Portfolios and if then approved by a majority of the Portfolio's
outstanding voting securities, this Agreement:
(a) shall continue in effect with respect to each Portfolio only so long
as its continuance is specifically approved for each Portfolio annually by
the Board of Directors of Fund (including a majority of the independent
directors) as required by the 1940 Act or by shareholders of each Portfolio
casting a majority of the votes entitled to be cast by shareholders;
(b) may not be terminated by Adviser with respect to each Portfolio
without the prior approval of a new investment advisory agreement by the
Portfolio's shareholders casting a majority of the votes entitled to be cast
and shall be subject to termination without the payment of any penalty, on
sixty days' written notice, by the Board of Directors of the Fund or by vote
of the Portfolio's shareholders casting a majority of the votes entitled to
be cast;
(c) shall not be amended without prior approval by the Portfolio's
shareholders casting a majority of the votes entitled to be cast; and
(d) shall automatically terminate in the event of its assignment by
either party.
12. The Fund shall pay:
(a) brokers' commissions in connection with portfolio asset
transactions to which the Fund is a party;
(b) all taxes, including issuance and transfer taxes, which may become
payable to federal, state or other governmental entities, with respect to
the operation of the Portfolios of the Fund;
(c) all legal and auditing fees;
(d) all extraordinary expenses which may be incurred by or on behalf
of the Fund in connection with matters not in the ordinary course of
business;
(e) provide for expenses (including all fees) incurred in connection
with the registration and qualification of the Portfolios of the Fund under
the 1940 Act, the Securities Act of 1933 and state laws;
(f) provide for the charges and expenses of any custodian or
depository appointed for the safekeeping of the cash, securities or other
property of the Portfolios of the Fund; and
(g) bear the expenses of calling and holding of meetings of
shareholders, the fees and expenses of members of the Board of Directors of
the Fund, and all ordinary expenses incurred in the ordinary course of
business.
13. (a) In providing the Portfolios of the Fund with investment advice
and other services as herein provided, neither Adviser, nor any officer,
director, employee or agent thereof, shall be held liable to the Fund or
Portfolios, or any shareholder, director, or officer thereof, or
stockholders, for errors of judgment or for anything except willful
misfeasance, bad faith, or gross negligence in the performance of its
duties, or reckless disregard of its obligations and duties under the terms
of this agreement.
(b) The federal securities laws impose liabilities under certain
circumstances on persons who act in good faith, and therefore nothing herein
shall in any way constitute a waiver or limitation of any rights which the
Fund may have under any federal securities laws.
14. Adviser hereby agrees that while this agreement is in effect, it
will not amend its articles of incorporation or by-laws in a manner which
would impair the ability to provide business management services and
investment advice to the Portfolios of the Fund.
15. Any notice under this agreement shall be given in writing,
addressed and delivered, or mailed postpaid to:
Adviser: Secretary
Transamerica Occidental Life Insurance Company
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fund: Secretary
Transamerica Variable Insurance Fund, Inc.
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
16. This agreement shall be construed in accordance with the laws of the
State of California, and is subject to the provisions of the Advisers Act,
the 1940 Act and the rules and regulations of the Securities and Exchange
Commission.
17. Waiver by either party of any obligations of the other party does
not constitute a waiver of any further or other obligation of the other
party.
18. The singular of any word used in this agreement includes the plural.
Unless otherwise indicated herein, terms and phrases used in this Agreement
shall have the meaning ascribed to them in the 1940 Act, the Advisers Act
and the rules and regulations promulgated thereunder.
19. All rights, powers and privileges conferred hereunder upon the
parties shall be cumulative and shall not restrict those given by law.
20. This agreement contains the entire agreement of the parties hereto
and no prior representation, inducements, promises or agreements, oral or
otherwise, between the parties not embodied herein shall be of any force or
effect.
21. This agreement may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original and such counterparts
together shall constitute but one and the same contract, which shall be
sufficiently evidenced by any such original counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective, duly authorized officials.
TRANSAMERICA VARIABLE TRANSAMERICA OCCIDENTAL LIFE
INSURANCE FUND, INC. INSURANCE COMPANY
By: By:
----- ---
Name: Name:
------- -----
Title: Title:
-------- ------
EXHIBIT A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY (THE "ADVISER")
AND
TRANSAMERICA VARIABLE INSURANCE FUND, INC. (THE "FUND")
Pursuant to Section 6 of this Agreement, the Fund shall pay Adviser monthly
compensation at an effective annual rate as follows:
NAME OF PORTFOLIO ANNUAL RATE OF COMPENSATION
--------------------------- --------------------------------
Growth Portfolio....................... 0.75 of 1% of the value of the
Portfolio's
average daily net assets
Money Market........................... 0.35 of 1% of the value of the
Portfolio's
average daily net assets
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
AND
TRANSAMERICA INVESTMENT SERVICES, INC.
INVESTMENT SUB-ADVISORY AGREEMENT
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, a California corporation
("Adviser"), and TRANSAMERICA INVESTMENT SERVICES, INC., a Delaware corporation
("Sub-Adviser"), agree as follows:
WHEREAS, Sub-Adviser is engaged in business as an investment adviser and is
so registered as an adviser under the federal Investment Advisers Act of 1940
(the "Advisers Act"), and Adviser desires to avail itself of the investment
experience of Sub-Adviser and to have Sub-Adviser furnish certain investment
advisory services to the Growth Portfolio and the Money Market Portfolio (each a
"Portfolio") of the Transamerica Variable Insurance Fund, Inc. ("Fund") and such
other portfolios of the Fund as the Fund may establish in the future (each also
a "Portfolio"), in connection with the Advisory Agreement, a copy of which is
attached hereto as Exhibit A, and Sub-Adviser is willing to furnish such advice
and services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the above-referenced facts and their
mutual promises, the parties agree as follows:
1. INVESTMENT ADVICE AND OTHER SERVICES
(a) Sub-Adviser shall, to the extent required in the conduct of the
investment activities of the Portfolios, place at the disposal of the
Portfolios, its judgment and experience and develop and implement an investment
program for each Portfolio consistent with each Portfolio's investment
objective, policies and limitations as stated in the Fund's Articles of
Incorporation and By-Laws, as amended from time to time (the "Articles") and in
the Fund's prospectus (the "Prospectus") and statement of additional information
("SAI") filed with the Securities and Exchange Commission ("SEC") as part of the
Fund's Registration Statement on Form N-1A, as amended from time to time,
subject to the supervision of the Board of Directors of the Fund, for the period
and on terms herein set forth. Sub-Adviser shall also, from time to time,
furnish to and place at the disposal of Adviser and the Fund such reports and
information relating to industries, businesses, corporations, or securities as
may be reasonably required by Adviser or the Fund or as Sub-Adviser may deem to
be helpful to Adviser or the Fund in the administration of the Portfolios'
assets.
(b) Sub-Adviser agrees to use its best efforts in providing such advice and
recommendations and in the preparation of such reports and information, and for
this purpose Sub-Adviser shall at all times maintain a staff of officers and
other trained personnel for the performance of its obligations under this
agreement. Sub-Adviser may, at its expense, employ other persons to furnish to
Sub-Adviser statistical and other factual information, advice regarding economic
factors and trends, information with respect to technical and scientific
developments, and such other information, advice and assistance.
(c) Adviser will, on an ongoing basis, notify Sub-Adviser of every change in
the fundamental and non-fundamental investment policies of the Portfolios and
will make available to Sub-Adviser as promptly as practicable copies of all
amendments and supplements to the Prospectus, SAI, and the Articles and such
other financial reports and proxy statements of the Portfolios as Sub-Adviser
shall require.
(d) Sub-Adviser shall take, on behalf of the Portfolios, all actions which
it deems necessary to implement each Portfolio's investment objective, policies
and limitations as stated in the Fund's Prospectus, SAI and the Articles and in
compliance with the 1940 Act, subject to the supervision of Adviser and the
Board of Directors of the Fund. To that end Sub-Adviser is authorized as the
agent and the attorney-in-fact of Adviser and the Fund to give instructions as
to deliveries of securities and to execute account documentation, agreements,
contracts and other documents as Sub-Adviser may be required to sign by brokers,
dealers, counterparties, and other persons in connection with the management of
the assets of the Portfolios. Selection of the brokers or dealers with whom
transactions are executed and negotiation of commission rates will be made by
Sub-Adviser, subject to the supervision of Adviser and the Board of Directors of
the Fund.
(e) Securities orders will be placed with brokers or dealers selected for
their ability to give the best execution at prices and commissions rates (if
any) favorable to the Fund and, in some instances, for their ability to provide
statistical, investment research and other services. As part of the process of
brokerage allocation, Sub-Adviser is authorized to pay commissions which may
exceed what another broker might have charged. To the extent that preference is
given in the allocation of the Fund's portfolio business to those brokers and
dealers which provide statistical, investment research, pricing quotations, or
other services, the Fund will bear any cost of obtaining such services, and
Sub-Adviser and other clients advised by Sub-Adviser may benefit from those
services. Under the provisions of Section 28(e) of the Securities Exchange Act
of 1934, Sub-Adviser must determine in good faith that the amount of a
commission paid was reasonable in relation to the value of the "brokerage and
research services" provided by the executing broker or dealer viewed in terms of
the particular transaction or Sub-Adviser's overall responsibilities with
respect to accounts as to which it is exercising investment discretion. All such
actions are subject to the limitations as set out in Section 6.
2. ALLOCATION OF CHARGES AND EXPENSES
Sub-Adviser shall furnish at its own expense executive, supervisory and
other personnel and services, office space, equipment, utilities and telephone
services in connection with supplying the investment advisory, statistical and
research services contemplated by this agreement.
3. COMPENSATION TO SUB-ADVISER
Adviser agrees to pay to Sub-Adviser and Sub-Adviser agrees to accept, as
full compensation for all services rendered hereunder, a fee paid quarterly in
arrears and to be calculated as a percentage of the average daily net assets of
each Portfolio during the previous quarter at the annual rate specified in
Exhibit B hereto. For the purpose of determining fees payable to Sub-Adviser,
the value of each Portfolio's net assets shall be computed at the time and in
the manner specified in the Prospectus and/or SAI. No Portfolio shall be liable
for the obligations of any other Portfolio. Sub-Adviser shall look only to the
assets of a particular Portfolio for payment of fees and services rendered to
that Portfolio. Sub-Adviser may, in its discretion and from time to time, waive
all or a portion of its fees.
4. DURATION AND TERMINATION
This Agreement shall be submitted for approval by the shareholders of the
Portfolios and if then approved by a majority of the Portfolio's outstanding
voting securities, this Agreement:
(a) shall continue in effect with respect to each Portfolio only so long
as its continuance is specifically approved for each Portfolio annually by
the Board of Directors of the Fund as required by the 1940 Act or by
shareholders of each Portfolio casting a majority of the votes entitled to
be cast by shareholders;
(b) may not be terminated by Adviser with respect to each Portfolio
without the prior approval of a new investment sub-advisory agreement by the
Portfolio's shareholders casting a majority of the votes entitled to be cast
and shall be subject to termination without the payment of any penalty, on
thirty (30) days' written notice, by the Board of Directors of the Fund or
by vote of the Portfolio's shareholders casting a majority of the votes
entitled to be cast, and will terminate upon two (2) days written notice to
Sub-Adviser of termination of the Advisory Agreement between Adviser and the
Fund;
(c) shall not be amended without prior approval by the Portfolio's
shareholders casting a majority of the votes entitled to be cast; and
(d) shall automatically terminate in the event of its assignment by
either party.
Notice of termination will be effective the day after the notice is
deposited, postage prepaid, registered or certified mail, return receipt
requested, in the mail addressed to the other party's address as set forth in
Section 14 or such other more recent address, or if the mail is not used, the
day it is delivered to the other party's last known address or to an officer of
Adviser or of Sub-Adviser, as the case may be.
5. COMPLIANCE WITH THE FUND'S POLICIES
Sub-Adviser covenants and agrees that the investment planning, investment
advice and services that it furnishes Adviser will be in accordance with the
investment objective, policies, and limitations of each Portfolio as set forth
in the Fund's Prospectus, SAI and Articles and shall be in compliance with the
1940 Act.
6. TAX AND OTHER COMPLIANCE
(a) Sub-Adviser understands that shares of the Portfolios will be sold to
one or more separate accounts or sub-accounts of insurance companies as the
funding medium for variable annuity contracts and variable life insurance
policies ("variable products"); and that the variable products will not be
treated as variable products for tax purposes if each Portfolio does not:
1. meet the diversification requirements specified in Section 817(h)
of the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations issued thereunder; and
2. qualify as a "regulated investment company" under Subchapter M of
the Code and any successor provision.
(b) Sub-Adviser represents that it shall use its best efforts to manage and
invest the Portfolios' assets in such a manner and, with regard to its duties
under this Agreement, ensure that:
1. each Portfolio complies with Section 817(h) of the Code, and the
regulations issued thereunder, specifically Regulation Section 1.817-5,
relating to the diversification requirements for variable annuity and
variable life insurance contracts, and any amendments or other modifications
to such Section or regulation;
2. each Portfolio continuously qualifies as a "regulated investment
company" under Subchapter M of the Code and any successor provision; and
3. any and all applicable state insurance law restrictions, as amended
from time to time, on investments that operate to limit or restrict the
investments that a Portfolio may otherwise make are complied with.
7. RECORDS
(a) Sub-Adviser agrees that it will maintain all required records,
memoranda, instructions or authorizations relating to the acquisition or
disposition of assets of the Fund, including all books and records required to
be maintained by the 1940 Act and the rules and regulations thereunder. In
compliance with Rule 31a-3 of the 1940 Act, Sub-Adviser agrees to preserve for
the periods described in Rule 31a-2 under the 1940 Act any records that it
maintains for the Portfolios and that are required to be maintained by Rule
31a-1 under the 1940 Act. All records maintained by Sub-Adviser with respect to
these functions shall be open at all times to inspection and audit by Adviser's
and/or the Fund's authorized representatives, and any or all such records shall
be delivered to the Fund upon demand. Any records maintained by Sub-Adviser with
respect to such investment function are the property of the Fund.
(b) Sub-Adviser shall assist and provide operational support in the audit of
any records with respect to the services provided hereunder by Adviser's
auditors, its firm of CPA's, the Insurance Department of any state, or upon the
request of any governmental agency (local, municipal, county, state or federal).
Copies of any files will be provided at cost.
(c) Sub-Adviser shall provide, upon Adviser's request, any records which are
necessary to file any report required by any federal, state or local government
or agency. If such records are not timely provided, Sub-Adviser will pay any
costs incurred by Adviser in compiling the necessary documentation.
(d) The terms and conditions of any records generated by this agreement are
confidential and shall be treated as such by Sub-Adviser and its employees.
8. INFORMATION
Adviser agrees that it will furnish to Sub-Adviser any information that
Sub-Adviser may reasonably request with respect to the services performed or to
be performed by Sub-Adviser under this agreement.
9. LIABILITY OF SUB-ADVISER
In providing the Portfolios with investment advice and other services as
herein provided, neither Sub-Adviser nor any officer, director, employee or
agent thereof shall be held liable by Adviser, the Fund, the Portfolios or any
shareholder, director, or officer thereof or stockholders for errors of judgment
or for anything except willful misfeasance, bad faith, or gross negligence in
the performance of its duties, or reckless disregard of its obligations and
duties under the terms of this agreement.
It is further understood and agreed that Sub-Adviser may rely upon
information furnished to it reasonably believed to be accurate and reliable.
The federal securities laws impose liabilities under certain circumstances
on persons who act in good faith, and therefore nothing herein shall in any way
constitute a waiver or limitation of any rights which Adviser or the Fund may
have under any federal securities laws.
10. STATUS OF SUB-ADVISER
Except as expressly provided or authorized in this agreement, Sub-Adviser
shall have no authority to act for or represent Adviser or the Fund.
11. CORPORATE AUTHORITY
Sub-Adviser hereby certifies that it has full corporate power to enter into
this agreement and perform its obligations thereunder, that such performance
would not give rise to any violation of any other contract with respect to it or
any of its subsidiaries or affiliated companies, and that the officer executing
such agreement has full authority and right to do so.
Sub-Adviser agrees that while this agreement is in effect, it will not amend
its articles of incorporation or by-laws in a manner which would impair the
ability to provide business management services and investment advice to the
Portfolios.
12. DEPARTMENT OF INSURANCE APPROVAL
This agreement is executed by the parties with the understanding that it may
be subject to the approval of or non-disapproval of the California Department of
Insurance. In the event said approval or non-disapproval is not obtained or the
Insurance Department disapproves this agreement Adviser shall have the
unqualified right to terminate this agreement without any penalty.
13. NOTICE
Any notice under this agreement shall be given in writing, addressed and
delivered, or mailed postpaid to:
Adviser: Transamerica Occidental Life Insurance Company
Corporate Secretary
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Sub-Adviser: Transamerica Investment Services, Inc.
Corporate Secretary
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
14. APPLICABLE LAW
This agreement shall be construed in accordance with the laws of the State
of California, and is subject to the provisions of the Advisers Act, the 1940
Act and the rules and regulations of the Securities and Exchange Commission.
15. WAIVER
Waiver by either party of any obligations of the other party does not
constitute a waiver of any further or other obligation of the other party.
16. MISCELLANEOUS
The singular of any word used in this agreement includes the plural.
Unless otherwise indicated herein, terms and phrases used in this Agreement
shall have the meaning ascribed to them in the 1940 Act, the Advisers Act and
the rules and regulations promulgated thereunder.
All rights, powers and privileges conferred hereunder upon the parties shall
be cumulative and shall not restrict those given by law.
This agreement contains the entire agreement of the parties hereto and no
prior representation, inducements, promises or agreements, oral or otherwise,
between the parties not embodied herein shall be of any force or effect.
This agreement may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original and such counterparts together
shall constitute but one and the same contract, which shall be sufficiently
evidenced by any such original counterpart.
The captions used in this agreement are solely for the convenience of the
parties hereto and such captions do not constitute a part of this agreement.
IN WITNESS WHEREOF, the parties have caused the signatures of their duly
authorized officers to be hereto affixed.
TRANSAMERICA OCCIDENTAL LIFE TRANSAMERICA INVESTMENT
INSURANCE COMPANY SERVICES, INC.
By: ------------------------------------------------- By: -------------------------------------------------
Name: ---------------------------------------------- Name: ----------------------------------------------
Title: Title:
------ ------
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
EXHIBIT B
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY ("ADVISER")
AND
TRANSAMERICA INVESTMENT SERVICES, INC. ("SUB-ADVISER")
Pursuant to Section 3 of this Agreement, Adviser shall pay Sub-Adviser
compensation at an effective annual rate as follows:
NAME OF PORTFOLIO ANNUAL RATE OF COMPENSATION
---------------------- --------------------------------
Growth Portfolio.......................................0.30 of 1% of the Portfolio's
average daily net assets up to $50
million; plus 0.25 of 1% of the
Portfolio's average daily net assets
from $50 million to $200 million;
plus 0.20 of 1% of the Portfolio's
average daily net assets of
$200 million or more.
Money Market Portfolio.................................0.15 of 1% of the Portfolio's average daily net assets.
